Based on its Basic Corporate Governance Policy, Tokyo Seimitsu (the Company) evaluated the effectiveness of the Company’s Board of Directors from April 2018 to February 2019. A summary of the results of this evaluation is provided below.
1. Method of evaluation
The Company conducted a questionnaire survey for all the Corporate Directors and Auditors regarding the following items, and compiled the summary of results and analysis. This summary was shared among the Internal Directors, External Directors, and at the Board of Directors meeting for evaluation of effectiveness of the Boards and discussed about further actions.
Note that The Company asked an external organization to prepare, summarize, and analyze its results to ensure transparency and effectiveness.
* Roles and function of the Board of Directors (hereinafter, “Boards”), * Constitution and scale of the Boards, * Management of the Boards, * Cooperation with auditing organizations, * Com-munication with managements, * Relationship with shareholders and investors, and * Progress in the governance system from the previous year
2. Results of analysis and evaluation on the effectiveness of the Board of Directors
The Company has concluded that the constitution of the Board of Directors is appropriate both in number and diversity in experience and specialty, and that the Board of Directors appropriately fulfill its roles of making decisions on important issues such as basic management policy and strategy, and of monitoring and overseeing the performance of duties by the Directors through the appropriate procedure at meetings, and thus functions effectively.
The Company has also confirmed that, throughout the year, corporate governance improves by an adjustment of connection with external directors and feedback of discussions with investors.
On the other hand, there were opinions that further efforts and improvement would be possible for items to be reported to and/or ratified by the Board of Directors and relationship with Audit department.
3. Future action
Based on the results of the analysis and evaluation described above, the Board of Directors will discuss further about effective communication with Audit department and smooth operation based on the transition to the Company with Audit and Advisory Committee to realize effectiveness improvement.